EXHIBIT 10.2
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CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is entered into as of the ___ day of
July, 2004, by and between Golden Hand Resources, Inc., a company incorporated
under the laws of the State of Washington, having its principal office at 00
Xxxxxx Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxx (the "COMPANY"), and Xxxxxxxxx Xxxxx
Xxxxxxx ("XXXX. XXXXXXX").
WHEREAS The Company has entered into a Research and License
Agreement with Ramot at Tel Aviv University Ltd. ("Ramot"),
dated as of July __, 2004, (the "License Agreement")
relating to certain stem cell technology developed Xxxx.
Xxxxxxx together with other researchers at the Felsenstein
Medical Research Center of Tel Aviv University;; and
WHEREAS Xxxx. Xxxxxxx possesses unique skills and expertise that
qualify him to provide the Consulting Services (as defined
below); and
WHEREAS The Company desires to receive Consulting Services from
Xxxx. Xxxxxxx, and Xxxx. Xxxxxxx desires to accept such
appointment and provide such Consulting Services to the
Company as an independent contractor on such matters within
the experience and expertise of Xxxx. Xxxxxxx, under the
terms and conditions contained herein.
NOW, THEREFORE, it is hereby agreed as follows: -
1. TERM
The term of this Agreement (the "CONSULTING TERM") shall be the term of
the Research Period as that expression is defined in the License
Agreement, or the period during which the License Agreement remains in
effect, whichever is shorter.
2. CONSULTING SERVICES
(a) During the Consulting Term, Xxxx. Xxxxxxx shall (1) consult with the
Company with respect to the Company's research and development
activities in connection with the License Agreement and such other
research and development activities in the field of differentiation
of bone marrow and cord blood stem cells into neuron-like or
glial-like cells and/or the transplantation of such neuron-like or
glial-like cells into humans as shall be agreed by the parties, (2)
assist the Company's efforts to identify qualified scientists and
other scientific advisors, (3) serve on and attend meetings of the
Company's Scientific Advisory Board, (4) from time to time and upon
request, advise the Company's Board of Directors and management
regarding decisions relating to the scientific direction of the
Company. These activities shall be referred to as the "CONSULTING
SERVICES".
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(b) Subject to the rules in that respect laid down by Tel Aviv
University (the "UNIVERSITY") from time to time, Xxxx. Xxxxxxx shall
devote time and attention during the Consulting Term to provide the
Consulting Services as requested by the Company from time to time,
to the extent reasonably permitted by his professional obligations
in the University; provided that the dates and places of the
provision of the Consulting Services shall be coordinated between
Xxxx. Xxxxxxx and the Company, to their mutual convenience, and
provided further, that in no event shall Xxxx. Xxxxxxx be requested
to perform nor will he perform more than the equivalent of one
working day of Consulting Services per week.
3. PAYMENT FOR SERVICES
(a) The Company agrees to pay Xxxx. Xxxxxxx during the Consulting Term a
consultancy fee of $72,000 (seventy-two thousand US Dollars) per
annum, divided into equal payments of $6,000 (six thousand US
Dollars) to be made on a monthly basis. All such amounts are
exclusive VAT payment, and shall be paid with the additional VAT
amount required under the law against a duly issued receipt. The
Company will also reimburse Xxxx. Xxxxxxx promptly for all
reasonable travel expenses and normal living expenses when he is
away from home or his usual place of work at the Company's request,
provided that such travel is approved in writing in advance by the
Company.
The Company reserves the right, at the Company' sole discretion, to
reimburse Xxxx. Xxxxxxx for expenses incurred by Xxxx. Xxxxxxx
related to Xxxx. Xxxxxxx'x use of a motor vehicle in connection with
Xxxx. Xxxxxxx'x performance of the Consulting Services.
(b) In addition, the Company shall, upon the completion of the
investment of an aggregate of $750,000 (seven hundred and fifty
thousand US dollars) in the share capital of the Company, in a
single investment or series of investments ("Qualifying
Investment"), issue a trustee on behalf of Xxxx. Xxxxxxx to be
designated by Xxxx. Xxxxxxx warrants to purchase a number of shares
of the Company's common stock equal to 3% of the issued and
outstanding shares of capital stock of the Company (on a fully
diluted, as converted basis) immediately following the completion of
the Qualifying Investment, at an exercise price of $0.01 (one US
cent) per share. The terms of the warrants shall be substantially
the same as those included in the warrants to be issued to Ramot
under the License Agreement.
4. CONFIDENTIALITY
In order for Xxxx. Xxxxxxx to carry out the Consulting Services, the
Company may disclose to him certain information proprietary to the
Company. Xxxx. Xxxxxxx shall hold such disclosed proprietary information
(the "INFORMATION") in confidence and shall not disclose the same to
others or use the Information for his own benefit, or cause same to be
published without the Company's prior written consent for a period of
three (3) years from the end of the Consulting Term. This obligation of
confidence and non-use shall not apply to:
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(a) Information disclosed to Xxxx. Xxxxxxx by the Company which, at the
time of disclosure, is published or known publicly or is otherwise
in the public domain;
(b) Information which, after it is disclosed by the Company, is
published or becomes part of the public domain through no fault of
Xxxx. Xxxxxxx;
(c) Information disclosed to Xxxx. Xxxxxxx by the Company which was
known by Xxxx. Xxxxxxx before the time of disclosure, as evidenced
by written records;
(d) Information which has been or hereafter is disclosed to Xxxx.
Xxxxxxx in good faith by a third party who was not under any
obligation of confidence or secrecy to the Company at the time of
disclosure to Xxxx. Xxxxxxx; and
(e) Information that has been independently developed at the University
or elsewhere without reference to the Information disclosed to Xxxx.
Xxxxxxx as aforesaid.
Nothing herein shall be deemed to limit, in any way, Ramot's, Tel Aviv
University's or Xxxx. Xxxxxxx'x publication rights pursuant to Section 9.2
of the License Agreement.
5. RELATIONSHIP OF THE PARTIES
Xxxx. Xxxxxxx is an independent contractor, not an employee of the
Company, and the manner in which the Consulting Services are rendered
shall be within his sole control and discretion. Xxxx. Xxxxxxx shall not
be entitled to benefits specifically associated with employment status and
shall not be entitled to participate in employee benefit programs. Xxxx.
Xxxxxxx shall be responsible for all taxes due and owing on the
consideration received by him as an independent contractor under this
Agreement. During the Consulting Term, Xxxx. Xxxxxxx shall not represent,
nor act in any manner which might imply, that he has the authority to act
on behalf ofthe Company.
6. OWNERSHIP AND PATENTS
According to the terms of the License Agreement, the parties acknowledge
and agree that all right, title and interest in and to any inventions,
products, materials, compounds, compositions, substances, methods,
processes, techniques, know-how, data, information, discoveries and other
results of whatsoever nature discovered, created, developed, or occurring
(as the case may be) in the course of, or arising from, the provision of
the Consultancy Services under this Agreement (the "DISCOVERIES") and all
intellectual property rights (registrable or otherwise) relating to or
covering any of the Discoveries or portion thereof shall vest in Ramot and
be covered by the license under the License Agreement.
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7. COMPETITION
Xxxx. Xxxxxxx agrees that during the Consulting Term, he will not: (a)
directly or indirectly engage in any business activity or enterprise that
directly competes with business conducted by the Company with respect to
which Xxxx. Xxxxxxx has provided Consulting Services to the Company;
provided, however, that the foregoing shall not prevent Xxxx. Xxxxxxx from
engaging in any academic research, teaching or related activity; (b)
solicit or induce any employee of the Company to leave the employ of the
Company, other than for academic studies or research; and (c) will not
hire or cause to be hired, other than for academic or research, any former
employee of the Company within six months of the termination of said
former employee's employment with the Company.
8. INDEMNIFICATION
The Company shall indemnify Xxxx. Xxxxxxx and shall hold him harmless from
and against any loss, damage, liability and expense (including attorney
fees and legal costs) caused to or incurred by him as a result of third
party claims filed against him and arising out of or resulting from the
performance by Xxxx. Xxxxxxx of the Consulting Services and/or the use by
the Company of any information developed or provided by Xxxx. Xxxxxxx in
the performance of the Consulting Services, except for acts which involve
his willful misconduct. The Company shall insure the abovesaid liability.
9. MISCELLANEOUS
(a) No provision of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in
writing and signed by both parties. No waiver by either party hereto
at any time of any breach by the other party hereto of, or
compliance with, any condition or provision of this Agreement to be
performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or
subsequent time.
(b) This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Israel. The parties hereby
consent to personal jurisdiction in Israel and agree that the
competent court in Tel Aviv, Israel shall have sole jurisdiction
over any and all matters arising from this Agreement, except that
Xxxx. Xxxxxxx may bring suit against the Licensee in any other
jurisdiction outside Israel in which the Licensee has assets or a
place of business.
(c) The provisions of this Agreement shall be deemed severable and the
invalidity or unenforceability of any provision shall not affect the
validity or enforceability of the other provisions hereof.
(d) This Agreement constitutes the entire agreement between the parties
hereto and supersedes all prior agreements, understandings and
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arrangements, oral or written, between the parties hereto with
respect to the subject matter hereof. No agreement or
representations, oral or otherwise, express or implied, with respect
to the subject matter hereof have been made either party which are
not expressly set forth in this Agreement.
(e) This Agreement shall be binding upon and shall inure to the benefit
of Company, its successors and assigns, and Company shall require
such successor or assign to expressly assume and agree to perform
this Agreement in the same manner and to the same extent that
Company would be required to perform it if no such succession or
assignment had taken place. The term "successors and assigns" as
used herein shall mean a corporation or other entity acquiring all
or substantially all the assets and business of Company (including
this Agreement) whether by operation of law or otherwise.
(f) Neither this Agreement nor any right or interest hereunder shall be
assignable or transferable by Xxxx. Xxxxxxx, his beneficiaries or
legal representatives, except by the laws of descent or
distribution. The Company may assign this Agreement and its rights
and obligations under this Agreement to a fully-owned subsidiary of
the Company to be formed under the laws of Israel.
(g) The section headings contained herein are for reference purposes
only and shall not in any way affect the meaning or interpretation
of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
GOLDEN HAND RESOURCES, INC. /s/ Xxxxx Xxxxxxx
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By: /s/ Xxxx Xxxxx XXXX. XXXXXXX
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Title: President
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DECLARATION BY RAMOT
The undersigned, Ramot at Tel Aviv University Ltd. ("RAMOT"), confirm that we
have read the above Agreement and that it is acceptable to us. However, we are
not a party to the above Agreement and do not accept any responsibility for or
guarantee performance thereof by Xxxx. Xxxxxxx.
We agree that in the event that any Discoveries (as such term is defined in
clause 6 of the above Agreement) are made, developed, or occur, such Discoveries
shall be governed by and subject to the license granted to the Company by Ramot
under the License Agreement between Ramot and the Company, dated July __, 2004.
RAMOT AT TEL AVIV UNIVERSITY LTD.
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
Title: CEO
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/s/ XXXXXXX XXX
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XXXXXXX XXX
Chief Operating Officer
